Common use of Exercise of Rights; Purchase Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each Unit of a Preferred Share (or other securities) as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof. (b) The Purchase Price for each Unit of a Preferred Share pursuant to the exercise of a Right shall initially be $120.00, shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such number of Units of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holder, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holder. (d) If the registered holder of the Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe designated office of the Rights Agent, together with payment of the aggregate Purchase Price for each Unit the total number of a one one-thousandths of shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on May 15, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 (iii) such earliest date being herein referred to as the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Expiration Date"). (b) The Purchase Price for each Unit one one-thousandth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.0060.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, executed and completed accompanied by payment of the Purchase Price for the securities number of one one-thousandths of shares of Preferred Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiretax, the Rights Agent shall thereupon thereupon, subject to Section 20(k), promptly (i) requisition from any transfer agent of the Preferred Shares (or other securities) Stock certificates for such the number of Units one one-thousandths of a shares of Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (iii) when appropriate, requisition from any transfer agent of the Common Stock of the Company certificates for the total number of shares of Common Stock to be paid in accordance with Section 11(a)(ii) and 11(a)(iii), (iv) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iiiv) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (ivvi) when appropriate, after receipt, receipt promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. The payment of the then Purchase Price may be made in cash or by certified bank check or bank draft or money order payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue securities, distribute property or pay cash pursuant to Section 11(a)(iii) hereof, the Company will make all arrangements necessary so that cash, property or securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes became such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is a part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner, Affiliates or to any Associate or Affiliate Associates thereof or to of the holder, or of any nominee (acting in its capacity as such) other Person with which such holder or any of such Acquiring Personholder's Affiliates or Associates has any agreement, Associate arrangement or Affiliate understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company as the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender presentation of the Right Rights Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-thousandth of a share of Preferred Share Stock (or such other number of shares or other securities) as to which the Rights are exercisedexercised at any time after the Distribution Date, provided that such exercise also occurs at or prior to the earliest of (i) the Close close of Business business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and hereof, (iii) the consummation of a transaction contemplated by Section 13(d) hereof, or (iv) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 24(c) hereof (the earliest time of (i), (ii), (iii), or (iv) being the “Expiration Date”). Notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Rights Certificate with respect to the Rights associated with such shares of Common Stock in accordance with and subject to the provisions of this Agreement, including the provisions of Section 7(e) hereof, as of the date such Person becomes a record holder of shares of Common Stock. (b) The Purchase Price for each Unit one one-thousandth share of a Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.0060.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the appropriate form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the shares (or other securities or property) to be purchased and an amount equal to any applicable transfer tax required to be paid (as determined by the holder of such Right Certificate in accordance with Section 10 Rights Agent) in cash, or by certified check or cashier's check bank draft payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 21(k), thereupon promptly (ii)(A) requisition from any transfer agent of the shares of Preferred Shares Stock (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the number of Units shares of a Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nomineepurchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the shares of Preferred Stock issuable upon exercise of the Rights hereunder into a depositary, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company shall direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, receipt promptly deliver such cash to or upon the order of the registered holder of such holderRights Certificate. In the event that the Company is obligated to issue other securities of the Company, and/or distribute other property pursuant to Section 11(a), the Company shall make all arrangements necessary so that such other securities and/or property are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Rights Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Rights Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights represented by such Rights Certificate were so exercised, the Rights Agent shall indicate on the Rights Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii). The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock would be issued. (d) If In case the registered holder of the Right any Rights Certificate shall exercise (except pursuant to Section 11(a)(ii)) less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Rights Certificate or to his such registered holder’s duly authorized assigns, subject to the provisions of Section 15 hereof. (e) Notwithstanding anything in this Agreement to the contrary, if there occurs any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Triggering Event, then any Rights that are or were acquired on or after the Distribution Date beneficially owned by (i) any such an Acquiring Person (or any Associate or Affiliate of an Acquiring Person shall become null and void, without any further action, and any holder of such Acquiring Person)Rights shall thereafter have no rights whatsoever with respect to such Rights, whether under any provision of this Agreement or otherwise. Without limiting the foregoing sentence, Rights held by the following Persons shall be null and void without any further action: (iii) a any direct or indirect transferee of any such Rights that are or were on or after the Distribution Date beneficially owned by an Acquiring Person (or of any such Associate or Affiliate of such an Acquiring Person; (ii) who becomes a transferee after such Acquiring Person becomes such, any direct or (iii) a indirect transferee of any such Rights that were on or before the Distribution Date beneficially owned by an Acquiring Person (or of any such Associate or Affiliate of an Acquiring Person if the transferee received such Rights, directly or indirectly, (A) from an Acquiring PersonPerson or any Associate or Affiliate of an Acquiring Person (x) who becomes as a transferee prior to or concurrently with result of a distribution by such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the any Associate or Affiliate of an Acquiring Person to holders of its equity securities or similar interests in such Acquiring Person (including, without limitation, partnership interests) or (y) pursuant to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding with respect to the transferred Rights or (B) in a transfer (or series of transfers) which the Board of Directors of the Company has determined determines is part of a plan, arrangement or understanding which has as a primary the purpose or effect of avoiding the avoidance provisions of this Section 8(e7(e); and (iii) subsequent transferees of Persons referred to in the foregoing clauses (i) and (ii) as well as this clause (iii). The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but shall be null and void and have no liability to any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights Certificate or to any other Person as a result of the Company’s failure to make any determination with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit share of a Preferred Share (or other securities) Common Stock as to which the Rights are exercised, at or prior to the Close of Business on the earliest of (i) the Close of Business on May 16, 2006 (the "Final Expiration Date"), or (ii) the time at date on which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided for in Section 25 24 hereof. (b) The Purchase Price for each Unit share of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be be, as of May 16, 1996, $120.0045.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below, and as of May 16, 1996 each Right shall entitle the holder thereof to purchase one share of Common Stock, subject to the terms and conditions herein set forth. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 9 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Preferred Shares (or other securities) Common Stock certificates for such the number of Units shares of a Preferred Share (or other securities) as are Common Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holdercertificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof.Agent (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent in New York, New York, together with payment of the Purchase Price for each Unit one five thousandth of a share of Preferred Share (or other securities) Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on November 18, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23, (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof23A, or (iv) the time at which the Rights expire pursuant to Section 13(d) (such earliest time being herein referred to as the "Expiration Date"). (b) The Purchase Price for each Unit one five thousandth of a share of Preferred Share Stock issued pursuant to the exercise of a Right shall initially be $120.0077.78, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment (in cash, or by certified check or bank draft payable to the order of the Company) of the Purchase Price for the securities Preferred Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 the Rights pursuant hereto in cash, or by certified check or cashier's check bank draft payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 20(k) hereof, thereupon promptly (ii)(A) requisition from any transfer agent of the Preferred Shares Stock (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the number of Units shares of a Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one five thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the such Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or any other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determination with respect to an Acquiring Person whose Rights would be null and void pursuant or any of its respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or contrary, neither the Rights Agent nor the Company shall be obligated to undertake any Associate or Affiliate thereof or action with respect to any nominee (acting in its capacity as such) a registered holder of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate following the form of assignment or election to purchase set forth on the Rights Agent reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such assignment or exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner (or to any Associate former Beneficial Owner) or Affiliate Affiliates or Associates thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) 7.1 The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11.1.2, have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at its Corporate Trust Officethe offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each Unit multiplied by the number of one one-thousandths of a Preferred Share (for which a Right that is exercised is then exercisable and an amount equal to any applicable transfer tax or other securities) as charges required to which the Rights are exercisedbe paid pursuant to Section 9, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in pursuant to Section 24 hereof 23, and (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in pursuant to Section 25 hereof24. (b) 7.2 The Purchase Price for purchase price to be paid upon the exercise of each Unit Right to purchase one one-thousandth of a Preferred Share pursuant to the exercise of represented by a Right shall initially be $120.00, shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof 50.00 (the “Purchase Price”) and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowSection 7.3. Each Right shall initially entitle the holder to acquire one one-thousandth of a Preferred Share upon exercise of the Right. The Purchase Price and the number of Preferred Shares or other securities for which a Right is exercisable shall be subject to adjustment from time to time as provided in Section 11 and Section 13. (c) 7.3 Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment of the Purchase Price for the securities to be purchased number of Rights exercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in 9 by cash, or by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly promptly: (ii)(A) requisition from any transfer agent of the Preferred Shares (or other securitiesfrom the Company if there shall be no such transfer agent, or make available, if the Rights Agent is the transfer agent) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nomineepurchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing such number of Preferred Shares as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs any such depositary agent to comply with such request; (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 15, 14 or Section 24; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated in writing by such holder; and (iv) when appropriatenecessary to comply with this Agreement, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when necessary to comply with this Agreement. (d) 7.4 If the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 hereof14. (e) 7.5 Notwithstanding anything in this Agreement or the Right Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other provision securities of this Agreement, from and after the Company upon the occurrence of the any purported transfer or exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any properly completed and duly executed the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes suchAffiliates or Associates thereof, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Sections 9(e), 11(a)(iii) and 23(a)) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the appropriate form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe corporate trust office of the Rights Agent, together with payment of the aggregate Purchase Price for each Unit with respect to the total number of one-hundredths of a Preferred Share share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April 30, 2007 (the "Final Expiration Date, ") or (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and this Agreement (iii) such earlier time being referred to herein as the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Expiration Date"). (b) The Purchase Price for each Unit one one-hundredth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.0080.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the appropriate form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for per one-hundredth of a share of Preferred Stock (or other securities, cash or other assets, as the securities case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid (as determined by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireAgent), the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon (i)(A) promptly (i) requisition from any transfer agent of the shares of Preferred Shares Stock (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the total number of Units one-hundredths of a share of Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nomineepurchased, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, promptly requisition from the depositary agent depositary receipts representing such number of one-hundredths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and Certificate, registered in such name or names as may be designated by such holder, and, (iv) when appropriate, after receipt, receipt promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)) must be made in cash or by certified bank check or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution or payment by the Rights Agent if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his such holder's duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, Event any Rights that are or were acquired or beneficially owned by by: (i) any such an Acquiring Person (or any Associate or Affiliate of such Acquiring Person), thereof; or (ii) a transferee of any such an Acquiring Person (Person, or of any such an Associate or Affiliate of such Acquiring Person) who becomes a transferee thereof, after such the Acquiring Person becomes such, an Acquiring Person; or (iii) a transferee of any such an Acquiring Person (Person, or of any such an Associate or Affiliate of such Acquiring Person) who becomes a transferee thereof, that prior to or concurrently with such the Acquiring Person becoming such and an Acquiring Person receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person Person, or pursuant to a transfer to any Person with whom or with which the Acquiring Person has any continuing agreement, arrangementarrangement or understanding (whether or not in writing) regarding the Rights, or understanding regarding the transferred Rights or (B) pursuant to a transfer which that the Company's Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as (whether or not in writing) having a primary purpose or effect the avoidance of avoiding this Section 8(e7(e), in each case shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to assure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of the Company's failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determination with respect to an Acquiring Person whose Rights would be null and void pursuant or any of its Associates, Affiliates or transferees hereunder (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for transfer to an Acquiring such exercise shall have been completed and signed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof, or of any other Person whose Rights would be null and void pursuant to the preceding sentence with whom or to with which such holder or any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personholder's Affiliates or Associates has any agreement, Associate arrangement or Affiliate understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company, as the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officeprincipal office, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 24 hereof and 23 hereof, or (iii) the time at which such the right to exercise the Rights are mandatorily redeemed and exchanged as provided in terminates pursuant to Section 25 24 hereof. (b) The Purchase Price purchase price for each Unit one one-thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be two hundred fifty Dollars ($120.00250) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly by (id) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such number of Units of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by In case the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holder, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holder. (d) If the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Prior to the earlier of (i) the Close of Business on the tenth anniversary hereof (the "Final Expiration Date"), and (ii) the time at which the Rights are redeemed as provided in Section 23 (the earlier of (i) and (ii) being the "Expiration Date"), the registered holder of any Right Rights Certificate may may, subject to the provisions of Sections 7(e) and 9(c), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price (as hereinafter defined) for each Unit the number of shares of Company Common Stock (or, following a Preferred Share (Triggering Event, other securities, cash or other securitiesassets, as the case may be, including Common Stock Equivalents) as to for which the such surrendered Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereofthen exercisable. (b) The Purchase Price purchase price for each Unit share of a Preferred Share Company Common Stock pursuant to the exercise of a Right two Rights (and only whole multiples of two Rights) shall initially be $120.0026.00 (equivalent to $13.00 for each one-half of a share of Company Common Stock), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13(a) (such purchase price, as so adjusted, being the "Purchase Price"), and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) As promptly as practicable following the occurrence of the Distribution Date, the Company shall deposit with a corporation in good standing organized under the laws of the United States or any State of the United States, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority (such institution being the "Depositary Agent") certificates evidencing the shares of Company Common Stock that may be acquired upon exercise of the Rights and shall cause such Depositary Agent to enter into an agreement pursuant to which the Depositary Agent shall issue receipts evidencing interests in the shares of Company Common Stock so deposited. Upon receipt of a Right Rights Certificate representing evidencing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for the securities shares of Company Common Stock (or, following a Triggering Event, other securities, cash or other assets, as the case may be, including Common Stock Equivalents) to be purchased thereby as set forth below and an amount equal to any applicable transfer tax required or evidence satisfactory to be paid by the holder Company of payment of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiretax, the Rights Agent shall shall, subject to Section 20(k), thereupon promptly (i) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for Depositary Agent depositary receipts evidencing such number of Units shares of a Preferred Share (or other securities) Company Common Stock as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent will direct the Depositary Agent to comply with all such requestsrequest, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such holderRights Certificate. In the event that the Company is obligated to issue Company Common Stock, or determines to issue other securities of the Company, pay cash and/or distribute other property (including, without limitation, Common Stock Equivalents) pursuant to Section 11(a), the Company will make all arrangements necessary so that such Company Common Stock, other securities, cash and/or other property (including, without limitation, Common Stock Equivalents) are available for distribution by the Rights Agent or the Depositary Agent, if and when appropriate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) may be made in cash or by certified or bank check or money order payable to the order of the Company. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal to the Rights remaining unexercised shall be issued by the Rights Agent to and delivered to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 15 hereof14. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the any Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who that becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which the Board of Directors that a majority of the Company Independent Directors has determined is to be part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be null and void without any further action, and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant use all reasonable efforts to ensure that the provisions of this Agreement that represents Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring or any other Person whose Rights would be null and void pursuant as a result of its failure to the preceding sentence make any determination under this Section 7(e) or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights such Section 4(b) with respect to an Acquiring Person whose or its Affiliates, Associates or transferees. (f) Notwithstanding anything in this Agreement or any Rights would be null and void pursuant Certificate to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise by such registered holder unless such registered holder shall have (i) completed and executed the certificate following the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner (or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as suchformer Beneficial Owner) of the Rights evidenced by such Acquiring Person, Associate Rights Certificate or Affiliate Affiliates or Associates thereof as the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Unit the total number of one one-hundredths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close of Business on February 4, 2013 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof, or (iv) the consummation of a transaction contemplated by Section 13(d) hereof. (b) The Purchase Price for each Unit one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $120.0040.00, shall be subject to adjustment from time to time as provided in the next sentence and in Sections 12 11 and 14 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. Anything in this Agreement to the contrary notwithstanding, in the event that at any time after the date of this Agreement and prior to the Distribution Date, the Corporation shall (i) declare or pay any dividend on the Common Shares payable in Common Shares or (ii) effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) into a greater or lesser number of Common Shares, then in any such case, each Common Share outstanding following such subdivision, combination or consolidation shall continue to have one Right (subject to adjustment as provided herein) associated therewith and the Purchase Price following any such event shall be proportionately adjusted to equal the result obtained by multiplying the Purchase Price immediately prior to such event by a fraction the numerator of which shall be the total number of Common Shares outstanding immediately prior to the occurrence of the event and the denominator of which shall be the total number of Common Shares outstanding immediately following the occurrence of such event. The adjustment provided for in the preceding sentence shall be made successively whenever such a dividend is declared or paid or such a subdivision, combination or consolidation is effected. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities Preferred Shares (or other securities, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 6 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireCorporation, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent (if the Corporation, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depositary) depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Corporation will direct the depositary agent to comply with such requests, (ii) when appropriate, requisition from the Company Corporation the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Corporation is obligated to issue other securities (including Common Shares) of the Corporation pursuant to Section 11(a) hereof, the Corporation will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11(a)(ii). (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof, or the Rights Agent shall place an appropriate notation on the Right Certificate with respect to those Rights exercised. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Affiliate or Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Affiliate or Associate or Affiliate of such Acquiring Personthereof) who becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Affiliate or Associate or Affiliate of such Acquiring Personthereof) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any a continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company Corporation has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Corporation shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Corporation shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe stockholder services office of the Rights Agent or such office designated for such purpose, together with payment of the Purchase Price for each Unit one-two hundredth of a share of Preferred Share (or other securities) Stock as to which the Rights are exercised, at or prior to the close of business on the Expiration Date. The "Expiration Date", as used in this Rights Agreement, shall be the earliest of (i) the Close of Business on the Final Expiration DateDate (as defined below), (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 hereof, or (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. The "Final Expiration Date", as used in this Rights Agreement, shall be the date which is 10 years from the Record Date. (b) The Purchase Price for each Unit one-two hundredth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.0010.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable RightsCertificate, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities each one-two hundredth of a share of Preferred Stock to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate the Rights pursuant hereto in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as Company or the Rights Agent may reasonably requireAgent, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for the number of shares of Preferred Stock to be purchased and the Company hereby irrevocably authorizes any such transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the shares of Preferred Stock issuable upon exercise of the Rights hereunder into a depositary, requisition from the depositary agent depositary receipts representing such number of Units one-two hundredths of a share of Preferred Share (or other securities) Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs such depositary agent to comply with all such requests, (ii) promptly after receipt of such certificates or depositary receipts cause the same to be delivered to or upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsholder, (iiiii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iiiiv) promptly after receipt of any such certificates registered in cash, promptly deliver such name or names as may be designated by such holder, cause the same to be delivered cash to or upon the order of the registered holder of such Right Certificate and Certificate, (ivv) when appropriate, requisition from the Company the amount of cash or securities issuable upon exercise of a Right pursuant to the adjustment provisions of Section 11 or the exchange provisions of Section 24, and (vi) after receiptreceipt of any such cash or securities, promptly deliver such cash or securities to or upon the order of the registered holder of such holderRight Certificate, of any such cash or securities. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder's duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementRights Agreement to the contrary, from and after upon the first occurrence of the a Section 12(a)(ii11(b) Event or a Section 13 Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who which becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the such Acquiring Person (or such Associate or Affiliate) has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights Rights, shares of Company Common Stock or the Company or (B) a transfer which a majority of the Board of Directors of the Company has determined is to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be null and void without any further action, and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant use all reasonable efforts to ensure that the provisions of this Agreement that represents Section 7(e) and Section 4(b) are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring or any other Person whose Rights would be null and void pursuant as a result of its failure to the preceding sentence make any determination under this Section 7(e) or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights Section 4(b) with respect to an Acquiring Person whose or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Rights would be null and void pursuant Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the appropriate form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been properly completed and duly executed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced represented thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each Unit the total number of a Preferred Share Shares (or Common Shares or other securitiessecurities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on _______, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date") or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $120.0040.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side of the Right Certificate duly executed, accompanied by payment of the Purchase Price for the Preferred Shares (or Common Shares or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireCorporation, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent of the Preferred Shares) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Corporation shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Corporation will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company Corporation the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Corporation is obligated to issue other securities (including Common Shares) of the Corporation, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Corporation will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced represented thereby, a new Right Certificate evidencing representing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the occurrence of the Section 12(a)(ii) a Triggering Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, an Acquiring Person or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (Ax) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangementarrangement or understanding, whether written or understanding oral, regarding the transferred Rights or (By) a transfer which the Board of Directors of the Company has determined otherwise concludes in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action, and any holder of such Rights shall thereafter thereupon have no right rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise, from and after the occurrence of a Triggering Event. No Right Certificate The Corporation shall be issued pursuant use all reasonable efforts to insure that the provisions of this Agreement that represents Section 7(e) hereof are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant for the inability to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Corporation shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been completed and signed by the registered holder thereof and the Corporation shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request. (g) The Corporation covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities), the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Sections 23(b) and 24(c) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate certification on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on February 10, 2022 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(c)(ii)(A)(2) hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share pursuant to in connection with the exercise of a Right shall initially be $120.00118, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of certification and election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities number of one one-hundredths of a Preferred Share (or other security or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units one one-hundredths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from a depositary agent properly appointed by the Company depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the case of a purchase of securities, other than Preferred Shares, pursuant to Section 13 hereof, the Rights Agent shall promptly take the appropriate actions corresponding in such case to that referred to in the foregoing clauses (i) through (iv) of this Section 7(c). In the event that the Company is obligated to issue other securities of the Company, and/or distribute other property or consideration as provided for herein, the Company shall make all arrangements necessary so that such other securities, and/or property or other consideration are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the form of certification and election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) and Section 24(b) hereof and except as otherwise provided herein, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon and prior to the close of business on the Expiration Date by surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at its Corporate Trust Officethe principal office or the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Unit the total number of Class A Ordinary Shares (or, following a Preferred Share (Triggering Event, other securities, cash or other securitiesassets, as the case may be) as to which such surrendered Rights are then exercisable, and an amount equal to any tax or charge required to be paid by the holder of the Rights are exercisedCertificate under Section 9(d) hereof, at or prior to the earliest of (i) the Close close of Business business on June 9, 2027 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed terminated as provided in Section 24 hereof and 23 hereof, or (iii) the time at which such all exercisable Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof, (such earliest date being herein referred to as the “Expiration Date”). (b) The Purchase Price for each Unit of a Preferred Class A Ordinary Share pursuant to the exercise of a Right initially shall initially be $120.00US$36.00, and shall be subject to adjustment from time to time as provided in Sections 12 Section 11 and 14 Section 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate properly completed and duly executed, accompanied by payment of the aggregate Purchase Price for the securities total number of Class A Ordinary Shares (or, following a Triggering Event, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiretax, the Rights Agent shall shall, subject to Section 7(f) and Section 20(k), thereupon promptly (i) (A) requisition from any transfer agent the Company certificates for the total number of Class A Ordinary Shares to be purchased, or (B) if the Company shall have elected to deposit the total number of Class A Ordinary Shares (or, following a Triggering Event, other securities, cash or other assets, as the case may be) issuable upon exercise of the Preferred Shares (or other securities) certificates for Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Units of Class A Ordinary Shares (or, following a Preferred Share (Triggering Event, other securities, cash or other securities) assets, as the case may be)] as are to be purchased and registered (in which case certificates for the Class A Ordinary Shares (or, following a Triggering Event, other securities, cash or other assets, as the case may be) represented by such name or names as may receipts shall be designated deposited by the registered holder of such Right Certificate or, if appropriate, in transfer agent with the name of a depositary agent or its nominee, agent) and the Company hereby irrevocably authorizes its transfer will direct the depositary agent to comply with all such requestsrequest, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly receipt thereof deliver such cash cash, if any, to or upon the order of the registered holder of such holderRights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or bank draft or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities of the Company, distribute property or pay cash pursuant to Section 11(a)(ii) hereof, the Company will make all arrangements necessary so that cash, property and/or other securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon the exercise of rights, a number of Rights be exercised so that only whole Class A Ordinary Shares would be issued. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal to the Rights remaining unexercised shall be issued by the Rights Agent to and delivered to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the Section 12(a)(ii) a Flip-in Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant use all reasonable efforts to insure that the provisions of this Agreement that represents Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Certificates or any other Person whose Rights would be null and void pursuant as a result of its failure to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant Person, or any of its Affiliates, Associates or their respective transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and duly executed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for transfer to an Acquiring Person whose such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner)thereof and of the Rights would be null evidenced thereby or Affiliates and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) Associates of such Acquiring Person, Associate Beneficial Owner (or Affiliate former Beneficial Owner) as the Company or the Rights Agent shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on August 17, 2015 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.00200.00, and shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its authorizes, as of the Original Agreement Date, any such transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs, as of the Original Agreement Date, such depositary agent to comply with all such requests; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, 14 hereof; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported transfer or exercise of Rights pursuant to Section 12(a)(ii) Event, any Rights that are 6 hereof or were acquired or beneficially owned by this Section 7 unless such registered holder shall have (i) any completed and signed the certificate and the form of assignment or election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (transfer or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Section 11(a)(iii) of this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other securitiesproperty, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on (i) July 2, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 of this Agreement (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24 of this Agreement. (b) The Purchase Price for each Unit one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.00, 20.00 shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowof this Section 7. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) if the Company shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent and the Company hereby directs the depositary agent to comply with such request, (iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iiiiv) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (ivv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. If the Company elects or is obligated to issue other securities (including Common Shares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) of this Agreement, the Company will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate. (d) If the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 Sections 11(a)(iii) and 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to take any other provision of this Agreement, from and after action whatsoever with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 until the Section 12(a)(ii) Event, any registered holder shall have completed and signed the certificate contained in the form of election to purchase on the reverse side of the Rights that are or were acquired or beneficially owned by (i) any Certificate surrendered for such Acquiring Person exercise and the Company shall have been provided such additional evidence of the identity of the Beneficial Owner (or any Associate former Beneficial Owner) or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (Affiliates or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including, without limitation, the restrictions on exercisability set forth in Sections 9(c), 11(a) (iii), 23(a) and 24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at its Corporate Trust Officethe designated office of the Rights Agent, together with payment of the aggregate Purchase Price for each Unit the total number of a Preferred Share shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the earliest of (i) the Close of Business on July 31, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and or (iii) the time at which such all exercisable Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24 hereof (such earliest date being herein referred to as the “Expiration Date”). Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder. (b) The Purchase Price for each Unit full share of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be $120.0075.00 per half share of Common Stock (being $150.00 per each full share of Common Stock), and shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executedexecuted and properly completed, accompanied by payment of the Purchase Price for the securities number of shares of Common Stock (or other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with under Section 10 in cash, or 9(e) hereof by certified check check, cashier’s check, bank draft or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiresubject to Section 20(h) hereof, the Rights Agent shall thereupon thereupon, subject to Section 20(k), promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) Common Stock of the Company certificates for such the number of Units shares of a Preferred Share (or other securities) as are Common Stock of the Company to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of shares of Common Stock of the Company as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent of the Common Stock with such depositary agent) and the Company hereby directs such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holdercertificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, receipt promptly deliver such cash payment to or upon the order of the registered holder of such holderRight Certificate. The payment of the Purchase Price must be made by certified bank check or bank draft or money order payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue securities, distribute property or make payment pursuant to section 11(a)(iii) hereof, the Company will make all arrangements necessary so that check, property or securities are available for issuance, distribution or payment by the Rights Agent, if and when necessary to comply with this Agreement. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with which whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant Person, or any of its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner, Affiliates or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) Associates of such Acquiring PersonBeneficial Owner or holder, Associate or Affiliate of any other Person with which such holder or any of such holder’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company as the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Rights Certificate (other than a holder whose Rights have become null and void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly and properly executed, to the Rights Agent at its Corporate Trust Officethe Designated Office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on January 22, 2012 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.0023.00, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Rights Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company, in its sole discretion, shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights hereunder into a depository, requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRights Certificate. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Rights Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each Unit the total number of a Preferred Share Shares (or Common Shares or other securitiessecurities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on August 31, 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged by the Trust as provided in Section 25 hereof24 hereof (the earliest to occur of the events described in (i), (ii) and (iii) being herein referred to as the “Expiration Date”). (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $120.0075.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing evidencing exercisable Rights, with the form of election to purchase and the certificate on the reverse side of the Right Certificate duly executed, accompanied by payment of the Purchase Price for the Preferred Shares (or Common Shares or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireTrust, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent of the Preferred Shares) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company Trust hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Trust shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares evidenced by such receipts shall be deposited by the transfer agent therefor with the depositary agent) and the Trust shall direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company Trust the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash referred to in clause (ii) above to or upon the order of the registered holder of such holderRight Certificate. In the event that the Trust is obligated to issue other securities (including Common Shares) of the Trust, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Trust will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the occurrence of the Section 12(a)(ii) a Triggering Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes suchan Acquiring Person, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (Ax) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangementarrangement or understanding, whether written or understanding oral, regarding the transferred Rights or (By) a transfer which the Board of Directors of the Company has determined Trustees otherwise concludes in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action, and any holder of such Rights shall thereafter thereupon have no right rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise, from and after the occurrence of a Triggering Event. No Right Certificate The Trust shall be issued pursuant use all reasonable efforts to ensure that the provisions of this Agreement that represents Section 7(e) are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant for the inability to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Trust shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been properly completed and signed by the registered holder thereof and the Trust shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Trust or the Rights Agent shall reasonably request. (g) The Trust covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities), the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit of a Preferred Ordinary Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on January 10, 2016, or such later date as determined by the Board of Directors of the Company (so long as such determination is made prior to January 10, 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit of a Preferred Ordinary Share purchasable pursuant to the exercise of a Right shall initially be $120.00NIS0.10 per share, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below, based on the official NIS-US$ exchange rate last published by the Bank of Israel prior to the first day Rights becoming exercisable. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Ordinary Shares (or other securities) certificates for such number of Units of a Preferred Share (or other securities) as are Ordinary Shares equal to the effective Exercise Ratio to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of Ordinary Share as are to be purchased (in which case certificates for the Ordinary Shares represented by such receipts shall be deposited by the transfer agent of the Ordinary Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, 14 hereof; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on December 31, 2007 (the Final "Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be a price of $120.0080.00, and shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (subject to adjustment as provided in Section 11(a)(iii) hereof, the "Purchase Price"). (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash9 hereof by wire transfer, or by certified check, cashier's check, official bank check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (ii)(A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder's duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11(a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 18, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.0011.00, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price"). (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing interests in such number one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall he deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv) when appropriateCertificate, after receipt, promptly deliver such cash to or upon the order of such holder. (d) If the registered holder of the Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person name or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has names as a primary purpose or effect the avoidance of this Section 8(e), shall may be null and void and any designated by such holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.and

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent in Ridgefield Park, New Jersey together with payment of the Purchase Price for each Unit share of a Preferred Share (or other securities) Capital Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on September 28, 2005 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 hereof, (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 23A hereof, or (iv) the time at which the Rights expire pursuant to Section 13(d) hereof (the earliest of such times being herein referred to as the "Expiration Date"). (b) The Purchase Price for each Unit share of a Preferred Share Capital Stock issued pursuant to the exercise of a Right shall initially be $120.0050, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment (by certified check or bank draft payable to the order of the Company) of the Purchase Price for the securities Capital Stock (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 the Rights pursuant hereto in cash, or by certified check or cashier's check bank draft payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall thereupon subject to Section 20(k) hereof, (i)(A) promptly (i) requisition from any transfer agent of the Preferred Shares Capital Stock (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the number of Units shares of a Preferred Share (or other securities) as are Capital Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of shares of Capital Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Capital Stock as are to be purchased (in which case certificates for the shares of Capital Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the such Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or any other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determination with respect to an Acquiring Person whose Rights would be null and void pursuant or any of its respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or contrary, neither the Rights Agent nor the Company shall be obligated to undertake any Associate or Affiliate thereof or action with respect to any nominee (acting in its capacity as such) a registered holder of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate following the form of assignment or election to purchase set forth on the Rights Agent reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such assignment or exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner (or to any Associate former Beneficial Owner) or Affiliate Affiliates or Associates thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate set forth on the reverse side thereof and the certificate contained therein duly executed, to the Rights Agent at its Corporate Trust Officethe principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price (except as provided in Section 11(q)) with respect to the surrendered Rights for each Unit the total number of a the Preferred Share Stock Fractions (or Common Stock, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest earlier of (i) the Close of Business on November 19, 2008 (the "Final Expiration Date, ") or (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (iiithe earlier of (i) or (ii) being herein referred to as the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Expiration Date"). (b) The Purchase Price for each Unit of a Preferred Share Stock Fraction pursuant to the exercise of a Right shall initially be $120.0025.00, and shall be subject to adjustment from time to time as provided in Sections 12 Section 11 and 14 Section 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase set forth on the reverse side thereof and the certificate contained therein duly executed, accompanied by payment (except as provided in Section 11(q)), with respect to each Right so exercised, of the Purchase Price for per Preferred Stock Fraction (or Common Stock, other securities, cash or other assets, as the securities case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiregovernmental charge, the Rights Agent shall shall, subject to Section 20(k) and Section 14(b) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Shares Stock (or other securitiesmake available, if the Rights Agent is the transfer agent for the shares of Preferred Stock) certificates for such the total number of Units of a Preferred Share (or other securities) as are Stock Fractions to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requestsrequests subject to applicable law, or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of Preferred Stock Fractions as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such holderRights Certificate. The payment of the Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made (x) in cash or by certified bank check or money order payable to the order of the Company, or (y) by delivery of a certificate or certificates (with appropriate stock powers executed in blank attached thereto) evidencing a number of shares of Common Stock equal to the then Purchase Price divided by the current market price (as determined pursuant to Section 11(d) hereof) per share of Common Stock on the date of such exercise. In the event that the Company is obligated to issue other securities (including Common Stock) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to and delivered to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 15 Sections 6 and 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned Beneficially Owned by (i) any such an Acquiring Person (or any Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, such or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing plan, agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant notify the Rights Agent when this Section 7(e) applies and shall use all reasonable efforts to insure that the provisions of this Agreement that represents Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Certificates or other Person whose Rights would be null and void pursuant as a result of its failure to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Except as provided in Section 23(c), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate certification on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28, 2007 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $120.00450.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from a depositary agent properly appointed by the Company depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) 7.1 The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit of a Preferred Common Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (ia) the Close close of Business business on January 22, 2009 (the "Final Expiration Date"), (iib) the time at which the Rights Right's are redeemed as provided in Section 24 23 hereof and (iiithe "Redemption Date"), or (c) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24 hereof (the "Exchange Date"). (b) 7.2 The Purchase Price for each Unit of a Preferred Common Share pursuant to the exercise of a Right shall initially be $120.0040.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) Section 7.3 below. (c) 7.3 Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (a) (i) requisition from any transfer agent of the Preferred Common Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Common Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (ii) requisition from the Company's depositary agent, if any, depositary receipts representing such number of Common Shares as are to be purchased, in which case certificates for the Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent (and the Company hereby directs its depositary agent to comply with such request), (iib) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iiic) promptly after receipt of such certificates registered in such name (or names as may be designated by such holderdepositary receipts), cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (ivd) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holder. (d) If the registered holder of such Right Certificate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 7.5, the Rights Agent shall return such, Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 7.5 of the Rights Agreement. 7.4 In case the registered holder of any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. 7.5 In the event (ea) Notwithstanding any other provision person shall become an Acquiring Person, or (b) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split) or recapitalization or reorganization of the Company which has the effect, directly or indirectly of increasing by more than 1% the proportionate share of the outstanding shares of any class of equity securities of the Company or any of its Subsidiaries beneficially owned by any Acquiring Person or any Affiliate or Associate thereof, each holder of a Right shall, for a period of sixty days after the later of the occurrence of any such event or the effective date of the registration statement referred to in Section 9.4 hereof, have a right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of such Common Shares, from such number of Common Shares of the Company as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of Common Shares for which a Right is then exercisable and dividing that product by (y) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11.4 hereof) on the date such Person became an Acquiring Person. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. From and after the occurrence of the Section 12(a)(iiearlier of the events described in clauses (a) Eventand (b) above, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement Section 3 that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof shall be cancelled. In case any event described in clauses (a) and (b) above shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under this Section 7.5. In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with this Section 7.5, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of the Rights; provided, however, that if the Company is unable to cause the authorization of a sufficient number of additional Common Shares, then, in the event the Rights become so exercisable, the Board of Directors may, but shall not be required to, with respect to each Right, (i) to the extent permitted by Indiana law, pay cash in an amount equal to the Purchase Price, in lieu of issuing Common Shares and requiring payment therefor; or (ii) issue debt or other equity securities, or a combination thereof, having a value (as determined by a majority of the members of the Board of Directors after considering the advice of a nationally recognized investment banking firm selected by a majority of the members of the Board of Directors of the Company) equal to the Current Value of the Common Shares (as defined hereinafter), and require the payment of the Purchase Price; or (iii) deliver any nominee combination of cash, property, Common Shares and/or securities having a value (acting as determined by a majority of the members of the Board of Directors after considering the advice of a nationally recognized investment banking firm selected by a majority of the members of the Board of Directors of the Company) equal to the Current Value of the Common Shares, and require payment of all or any requisite portions of the Purchase Price. The "Current Value of the Common Shares" shall be the product of the current per share market price of the Common Shares (determined pursuant to Section 11.4 on the date of the occurrence of the event described above in its capacity as suchclauses (a) and (b) of this Section 7.5) multiplied by the number of Common Shares for which the Right otherwise would be exercisable if there were sufficient Common Shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of the proviso of this Section 7.5, the Board of Directors may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in clauses (a) and (b) of this Section 7.5 shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above proviso and to determine the value thereof. In the event of such Acquiring Personsuspension, Associate or Affiliate the Company shall be canceledissue a public announcement stating that the exercisability of the Rights has been temporarily suspended. 7.6 The exercise of Rights under Section 7.5 shall only result in the loss of rights under Section 7.5 to the extent so exercised, and shall not otherwise affect the rights represented by the Rights under this Rights Agreement, including the rights represented by Section 13.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe offices of the Rights Agent in Dallas, Texas, together with payment of the Purchase Price for each Unit one one-thousandth of a one share of the Preferred Share (or other securities) Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on November 1, 2006 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 ("Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided for in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-thousandth of a one share of the Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.00245.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below.be (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 9 hereof in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) promptly requisition from any transfer agent of the Preferred Shares (or other securities) Stock of the Company certificates for such the number of Units shares of a the Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, promptly requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, promptly cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv) when appropriateCertificate, after receipt, promptly deliver registered in such cash to name or upon the order of such holder.names as may be (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent in New York, New York, together with payment of the Purchase Price for each Unit one two-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on February 24, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23, (iii) the time at which such the Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24, or (iv) the time at which the Rights expire pursuant to Section 13(d) (the earliest of such times being herein referred to as the "Expiration Date"). (b) The Purchase Price for each Unit one two-hundredth of a Preferred Share issued pursuant to the exercise of a Right shall initially be $120.00210, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13 and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment (by certified check or bank draft payable to the order of the Company) of the Purchase Price for the securities Preferred Shares (or other shares, securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 the Rights pursuant hereto in cash, or by certified check or cashier's check bank draft payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall thereupon subject to Section 20(k), (i)(A) promptly (i) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests), or (B) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing interests in such number of one two-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof.14. 9 (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the such Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the such Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or any other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determination with respect to an Acquiring Person whose Rights would be null and void pursuant or any of its respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or contrary, neither the Rights Agent nor the Company shall be obligated to undertake any Associate or Affiliate thereof or action with respect to any nominee (acting in its capacity as such) a registered holder of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered upon the occurrence of any purported transfer or exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate following the form of assignment or election to purchase set forth on the Rights Agent reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such assignment or exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner (or to any Associate former Beneficial Owner) or Affiliate Affiliates or Associates thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate the Company shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the second paragraph of Section 11(a)(ii) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office or offices of the Rights Agent designated for such purpose, together with payment of the price per share (rounded up to the nearest cent) provided for in paragraph (b) below (the "Purchase Price Price") for each Unit of a Preferred Common Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on March 31, 2010 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit of a Preferred Common Share pursuant to the exercise of a Right shall initially be $120.00150, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities Common Shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) requisition from any transfer agent of the Preferred Common Shares (or other securities) certificates for such the number and kind of Units of a Preferred Share (or other securities) as are Common Shares to be purchased and registered in such name (or names as may be designated by the registered holder of such Right Certificate or, if depository receipts when appropriate, in the name of a depositary agent or its nominee, ) and the Company hereby irrevocably authorizes its transfer agent agents to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holdercertificates, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. . (e) Notwithstanding So long as the Common Shares issuable upon the exercise of Rights may be listed on any other provision of this Agreementnational securities exchange or national quotation system, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding shall use its best efforts to cause all such shares which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall will be issued pursuant upon exercise to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time listed on such exchange upon the transfer official notice of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of issuance upon such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledexercise.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Unit the total number of one one-hundredths of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are then exercised, and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, by certified check, bank draft or money order payable to the order of the Company, at or prior to the earliest earlier of (i) the Close of Business on the Final Expiration tenth anniversary of the Amendment Date (or such later date as may be established by the Board prior to the expiration of the Rights) (the “Plan Termination Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”) or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24 hereof (the “Exchange Date”) (the earliest of (i), (ii) or (iii) being herein referred to as the “Expiration Date”). (b) The Effective as of the Amendment Date, the purchase price (the “Purchase Price Price”) for each Unit one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be Sixty United States Dollars (U.S. $120.0060.00), and shall be subject to adjustment from time to time as provided in Sections 12 Section 11 and 14 Section 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (cSection 7(c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate on the reverse side thereof duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with under Section 10 in cash, or 9(e) hereof by certified check check, bank draft or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 14(b) and Section 20(j) hereof, thereupon promptly (ii)(A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units one one-hundredths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its each such transfer agent to comply with all such requests, or (B) requisition from any depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby irrevocably authorizes each such depositary agent to comply with all such requests (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receipt, receipt of each certificate or depositary receipts promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole Preferred Shares would be issued. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the Section 12(a)(ii) a Flip-In Event, any Rights that are or were acquired or beneficially owned Beneficially Owned by (i) any such an Acquiring Person (or any Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such an Acquiring Person) who becomes a transferee after such the Acquiring Person becomes such, such or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such an Acquiring Person) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights, the Common Shares of the Company associated with such Rights or the Company, or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant to this Agreement that represents give the Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to Agent written notice of the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer identity of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; , or the nominee of any of the foregoing, and any Right Certificate delivered to the Rights Agent for transfer may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to an Acquiring Person whose Rights would be null and void pursuant to have any knowledge of the preceding sentence or to identity of any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Affiliate, or the nominee of any of the foregoing unless and until it shall have received such notice. The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificates or other Person with the exception of the Rights Agent as a result of its failure to make any determinations with respect to an Acquiring Person or any Affiliates or Associates of an Acquiring Person or any transferee of any of them hereunder. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be canceledobligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executedexecuted and properly completed, to the Rights Agent at its Corporate Trust the Designated Office, together with payment of the Purchase Price for each Unit hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the earliest of (i) the Close of Business on March 30, 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.00100, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 Section 11 or 13 hereof and shall be payable in lawful money of the United States U.S. of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase duly executed and the certificate duly executedproperly completed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiresubject to Section 20(j) hereof, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriatenecessary, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriatenecessary, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 Sections 6 and 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other provision of this Agreement, from and after securities upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder has (i) any properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof and of the Rights evidenced thereby and of the Affiliates and Associates of such Beneficial Owner (or former Beneficial Owner) as the Company or the Rights Agent shall reasonably request. (f) To the extent that the Company determines in good faith that some action will or need to be taken pursuant to Section 11(a)(iii) hereof, or to comply with federal or state securities laws, or to effectuate an exchange of Rights for Common Shares pursuant to Section 24 hereof, the Company may suspend the exercisability of the Rights for a transferee reasonable period in order to take such action or comply with such laws. In the event of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes suspension, the Company shall issue as promptly as practicable a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from public announcement stating that the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors exercisability of the Rights has been temporarily suspended. The Company has determined is part of shall notify the Rights Agent whenever it makes a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued public announcement pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null Section 7(f) and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to give the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void a copy of such notice. Notice thereof pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Section 25 hereof shall not be canceledrequired.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time time, subject to the last sentence of Section 23(a) hereof, after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly completed and executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit of a Preferred one Common Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on August 4, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit of a Preferred one Common Share pursuant to the exercise of a Right shall initially be $120.007.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 hereof 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon Subject to the Company’s rights under Section 11(a)(iii) hereof, upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and (plus an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof) by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Common Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Common Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nomineepurchased, and the Company hereby irrevocably authorizes and directs its transfer agent to comply with all such requests, or (B) requisition from the depositary agent (if one exists as hereinafter contemplated) depositary receipts representing such number of Common Shares as are to be purchased (in which case certificates for the Common Shares represented by such receipts shall be deposited by the transfer agent of the Common Shares with the depositary agent), and the Company hereby directs the depositary agent to comply with all such requests, (ii) when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, and, if applicable, or the amount of cash, property or other securities to be paid or issued in lieu of the issuance of Common Shares in accordance with Section 11(a)(iii), (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriatenecessary to comply with this Agreement in accordance with Section 11(a)(iii) hereof, after receipt, promptly deliver such cash cash, property or other securities to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Subject to the Company’s rights under Section 11(a)(iii) hereof to otherwise fulfill its obligations, the Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision action whatsoever with respect to a purported exercise of any Right as contemplated by this Agreement, from Section 7 unless and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by until such registered holder shall have (i) any properly completed, executed and delivered a certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered in connection with such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect shall have requested. (g) Neither the avoidance of this Section 8(e), Company nor the Rights Agent shall be null and void and have any liability to any holder of such Rights shall thereafter have no right or any other Person as a result of the Company’s failure to exercise such Rights make any determination under this Section 7 or any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights other section with respect to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any an Affiliate or Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledtransferees hereunder.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly and properly executed, to the Rights Agent at its Corporate Trust Officethe Designated Office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on August 15, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.0020.00, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax or charge required to be paid by the holder of such Right Rights Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such holderRights Certificate. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Rights Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person)exercise, and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Unit the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on October 25, 2008 (the "Final Expiration Date"), or (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Redemption Date"). (b) The Purchase Price for each Unit of a Preferred Common Share pursuant to the exercise of a Right shall initially be $120.008.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities Common Shares (or other securities, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 6 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireCorporation, the Rights Agent shall thereupon promptly (i) (A) requisition from any the transfer agent of the Preferred Common Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Common Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company Corporation hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Corporation, in its sole discretion, shall have elected to deposit the Common Shares issuable upon exercise of the Rights hereunder into a depositary, requisition from the depositary agent of depositary receipts representing such number of Common Shares as are to be purchased (in which case certificates for the Common Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Corporation will direct the depositary agent to comply with such requests, (ii) when appropriate, requisition from the Company Corporation the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriate, after receiptreceipt thereof, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Corporation is obligated to issue other securities of the Corporation pursuant to Section 11(a) hereof, the Corporation will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when appropriate. In addition, in the case of an exercise of the Rights by a holder pursuant to Section 11(a)(ii), the Rights Agent shall return such Right Certificate to the registered holder thereof after imprinting, stamping or otherwise indicating thereon that the rights represented by such Right Certificate no longer include the rights provided by Section 11(a)(ii) of the Rights Agreement and if less than all the Rights represented by such Right Certificate were so exercised, the Rights Agent shall indicate on the Right Certificate the number of Rights represented thereby which continue to include the rights provided by Section 11 (a)(ii). (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof, or the Rights Agent shall place an appropriate notation on the Right Certificate with respect to those Rights exercised. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Affiliate or Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Affiliate or Associate or Affiliate of such Acquiring Personthereof) who becomes a transferee after such the Acquiring Person becomes such, or (iii) a transferee of any such an Acquiring Person (or of any such Affiliate or Associate or Affiliate of such Acquiring Personthereof) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any a continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company Corporation has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Corporation shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Corporation shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Corporation shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Separation Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Series B Share (or other securities) as to which the Rights are exercised, at or prior to the earliest close of business on the earlier of (i) October 5, 2008 (the Close of Business on the "Final Expiration Date"), (ii) the time at date on which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date") or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Series B Share pursuant to the exercise of a Right shall initially be Fifteen Dollars ($120.0015), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the Series B Shares (or other shares, securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 9 hereof, in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer agent of the Preferred Series B Shares (or other securitiesmake available, if the Rights Agent is the transfer agent for such shares) certificates for such the number of Units of a Preferred Share Series B Shares (or other securitiesfractions thereof) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests) or (B) if the Company shall have elected to deposit the Series B Shares issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Series B Share as are to be purchased (in which case certificates for the Series B Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) or assets pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities or assets are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, assigns subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the occurrence of the Section 12(a)(ii) a Triggering Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such from an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, such (other than a bona fide purchaser for value who has no knowledge that the transferor was an Acquiring Person or an Associate or Affiliate of an Acquiring Person) or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action, and any holder of such Rights shall thereafter thereupon have no right rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may may, subject to the second paragraph of Section 11 (a)(ii), exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 24, 2008 (the "Final Expiration Date," provided that prior to the Distribution Date the "Final Expiration Date" for purposes of Rights associated with any Warrant shall be the earlier of the date of expiration or exercise of such Warrant), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.0020.00, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 Section 11 or 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) belowbelow (the "Purchase Price"). (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder's duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly and properly executed, to the Rights Agent at its Corporate Trust Officethe designated office of the Rights Agent, together with payment of the aggregate Purchase Price for each Unit the total number of a one one-thousandths of shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on December 17, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 24 hereof and 23 (iii) such earliest date being herein referred to as the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Expiration Date"). (b) The Purchase Price for each Unit one one-thousandth of a share of Preferred Share Stock pursuant to the exercise of a Right shall initially be $120.0075.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, and properly executed and completed accompanied by payment of the Purchase Price for the securities number of one one-thousandths of shares of Preferred Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, charge the Rights Agent shall thereupon thereupon, subject to Section 20(k), promptly (i) requisition from any transfer agent of the Preferred Shares (or other securities) Stock certificates for such the number of Units one one-thousandths of a shares of Preferred Share (or other securities) as are Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Preferred Stock as are to be purchased (in which case certificates for the shares of Preferred Stock represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (iii) when appropriate, requisition from any transfer agent of the Common Stock of the Company certificates for the total number of shares of Common Stock to be paid in accordance with Section 11(a)(ii) and 11(a)(iii), (iv) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iiiv) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (ivvi) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. The payment of the then Purchase Price may be made in cash or by certified bank check or bank draft or money order payable to the order of the Company or the Rights Agent. In the event that the Company is obligated to issue securities, distribute property or pay cash pursuant to Section 11(a)(iii) hereof, the Company will make all arrangements necessary so that cash, property or securities are available for issuance, distribution or payment by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes became such, or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding (whether or not in writing) regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is a part of a plan, arrangement or understanding (whether or not in writing) which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for transfer to an Acquiring Person whose Rights would be null such exercise, and void pursuant to (ii) provided such additional evidence of the preceding sentence identity of the Beneficial Owner, Affiliates or to any Associate or Affiliate Associates thereof or to of the holder, or of any nominee (acting in its capacity as such) other Person with which such holder or any of such Acquiring Personholder's Affiliates or Associates has any agreement, Associate arrangement or Affiliate understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of the Company as the Company or the Rights Agent shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officeprincipal office, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 24 hereof and 23 hereof, or (iii) the time at which such the right to exercise the Rights are mandatorily redeemed and exchanged as provided in terminates pursuant to Section 25 24 hereof. (b) The Purchase Price purchase price for each Unit one one-thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be Fifteen and No/100 Dollars ($120.0015.00) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in 9 hereof by cash, or by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units one one-thousandths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on August 12, 2011, or such later date as determined by the Board of Directors of the Company (so long as such determination is made prior to August 12, 2011) (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.0095.00, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, 14 hereof; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit of a Preferred Ordinary Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on January 10, 2012, or such later date as determined by the Board of Directors of the Company (so long as such determination is made prior to January 10, 2012 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit of a Preferred Ordinary Share purchasable pursuant to the exercise of a Right shall initially be $120.00NIS0.10 per share, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below, based on the official NIS-US$ exchange rate last published by the Bank of Israel prior to the first day Rights becoming exercisable. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Ordinary Shares (or other securities) certificates for such number of Units of a Preferred Share (or other securities) as are Ordinary Shares equal to the effective Exercise Ratio to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of Ordinary Share as are to be purchased (in which case certificates for the Ordinary Shares represented by such receipts shall be deposited by the transfer agent of the Ordinary Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, 14 hereof; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinherein including, without limitation, the restrictions on exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each Unit with respect to the total number of a Preferred Share shares (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest earlier of (i) the Close close of Business business on the Final Expiration Date, or (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof (the earlier of (i) and (iiiii) being herein referred to as the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof"Expiration Date"). (b) The Purchase Price for each Unit share of a Preferred Share Common Stock pursuant to the exercise of a Right shall initially be $120.0050.00, and shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13(a) hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Rights Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment payment, with respect to each Right so exercised, of the Purchase Price for the securities Common Stock (or other securities, cash or other assets as the case may be) to be purchased as set forth below and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requiretax, the Rights Agent shall shall, subject to Section 20(k) hereof, thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares shares of Common Stock (or other securitiesmake available, if the Rights Agent is the transfer agent for such shares) certificates for such the total number of Units shares of a Preferred Share (or other securities) as are Common Stock to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the total number of shares of Common Stock issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of shares of Common Stock as are to be purchased (in which case certificates for the shares of Common Stock represented by such receipts shall be deposited by the transfer agent with the depository agent) and the Company will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) when appropriateafter receipt thereof, after receipt, promptly deliver such cash cash, if any, to or upon the order of the registered holder of such holderRights Certificate. The payment of the Purchase Price (as such amount may be adjusted pursuant to Section 7(b) hereof or reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check or money order payable to the order of the Company. In the event that the Company is obligated to issue other securities of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. The Company reserves the right to require prior to the occurrence of a Triggering Event that, upon exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock would be issued. (d) If In case the registered holder of the Right any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Right Rights Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued executed and delivered by the Company to the Rights Agent to which will deliver such certificate to, or upon the order of, the registered holder of such Right Certificate Rights Certificate, registered in such name or to his duly authorized assignsnames as may be designated by such holder, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the first occurrence of the a Section 12(a)(ii11(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (Person, an Adverse Person, or any an Associate or Affiliate of such an Acquiring Person or an Adverse Person), (ii) a transferee of any such an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person or Adverse Person becomes such, or (iii) a transferee of any such an Acquiring Person or an Adverse Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person or Adverse Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person or Adverse Person to holders of equity interests in such Acquiring Person or Adverse Person or to any Person with whom the Acquiring Person or Adverse Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No Right Certificate The Company shall be issued pursuant use all reasonable efforts to insure that the provisions of this Agreement that represents Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Certificates or other Person whose Rights would be null and void pursuant as a result of its failure to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or an Adverse Person or any of their respective Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Separation Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated, pursuant to Section 26 hereof, for such purpose, together with payment of the Purchase Price for each Unit one one-thousandth of a Series A Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on the earlier of (i) July 6, 2010 (the "Final Expiration Date"), (ii) the time at date on which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date") or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. (b) The Purchase Price for each Unit one one-thousandth of a Series A Preferred Share pursuant to the exercise of a Right shall initially be $120.0067, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the Series A Preferred Shares (or other shares, securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax or governmental charge required to be paid by the holder of such Right Certificate in accordance with Section 10 9 hereof, in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably requireshall, the Rights Agent shall subject to Section 20(k) hereof, thereupon promptly (i) either (A) requisition from any transfer agent of the Series A Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent for such shares) certificates for such the number of Units of a Series A Preferred Share Shares (or other securitiesfractions thereof) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, (and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests) or (B) if the Company shall have elected to deposit the Series A Preferred Shares issuable upon exercise of the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-thousandth of a Series A Preferred Share as are to be purchased (in which case certificates for the Series A Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) if and when appropriatenecessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) or assets pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities or assets are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, assigns subject to the provisions of Section 15 6 and Section 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the occurrence of the Section 12(a)(ii) a Triggering Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such from an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, such or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which that the Board of Directors of the Company has determined is part of a plan, agreement, arrangement or understanding which that has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action, and any holder of such Rights shall thereafter thereupon have no right rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall notify the Rights Agent when this Section 7(e) applies and shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but neither the Company nor the Rights Agent shall have any liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of the Company's failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officeprincipal office, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 24 hereof and 23 hereof, or (iii) the time at which such the right to exercise the Rights are mandatorily redeemed and exchanged as provided in terminates pursuant to Section 25 24 hereof. (b) The Purchase Price purchase price for each Unit one one-thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be One Hundred Forty Eight Dollars ($120.00148.00) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in 9 hereof by cash, or by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units one one-thousandths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each Unit the total number of a Preferred Share Shares (or Common Shares or other securitiessecurities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on October 17, 2011 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the "Redemption Date") or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof24 hereof (the earliest to occur of the events described in (i), (ii) and (iii) being herein referred to as the "Expiration Date"). (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share pursuant to the exercise of a Right shall initially be $120.00100.00, shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing evidencing exercisable Rights, with the form of election to purchase and the certificate on the reverse side of the Right Certificate duly executed, accompanied by payment of the Purchase Price for the Preferred Shares (or Common Shares or other securities or property, as the case may be) to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or 9 hereof by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent of the Preferred Shares) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) if the Company shall have elected to deposit the Preferred Shares issuable upon exercise of the Rights with a depositary agent, requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares evidenced by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company, pay cash and/or distribute other property pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities, cash and/or property are available for distribution by the Rights Agent, if and when appropriate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of anything in this AgreementAgreement to the contrary, from and after the occurrence of the Section 12(a)(ii) a Triggering Event, any Rights that are or were acquired or beneficially owned by (i) any such an Acquiring Person (or any an Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, an Acquiring Person or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such an Acquiring Person and receives such Rights pursuant to either (Ax) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangementarrangement or understanding, whether written or understanding oral, regarding the transferred Rights or (By) a transfer which the Board of Directors of the Company has determined otherwise concludes in good faith is part of a plan, arrangement or understanding understanding, whether written or oral, which has as a primary purpose or effect the avoidance of this Section 8(e7(e), shall be become null and void without any further action, and any holder of such Rights shall thereafter thereupon have no right rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise, from and after the occurrence of a Triggering Event. No Right Certificate The Company shall be issued pursuant use all reasonable efforts to insure that the provisions of this Agreement that represents Section 7(e) hereof are complied with, but shall have no liability to any holder of Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant for the inability to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose Rights would be null and void pursuant or its Affiliates, Associates or transferees hereunder. (f) Notwithstanding anything in this Agreement to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Personcontrary, Associate or Affiliate; and any Right Certificate delivered to neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder upon the occurrence of any purported exercise as set forth in this Section 7 unless the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise shall have been completed and signed by the registered holder thereof and the Company shall have been provided with such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. (g) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities), the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are being exercised, at or prior to the earliest of (i) the Close close of Business business on ___________, 2009 (the "Final Expiration Date"), (ii) the time at which the Rights are to be redeemed as provided in Section 24 hereof and 23 (the "Redemption Date"), or (iii) the time at which such Rights are mandatorily redeemed and to be exchanged as provided in Section 25 hereof24. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.00______, shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof Section 11 or 13, and shall be payable in lawful money of the United States of America in accordance with paragraph Section 7 (c) below). (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly be (id) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such number of Units of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by In case the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holder, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holder. (d) If the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof14. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 11(a)(ii) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Officeprincipal office, together with payment of the Purchase Price for each Unit one one-thousandth of a Preferred Share (or other securities) as to which the Rights are exercised, prior to the earliest of (i) the Close of Business on the Final Expiration Date, (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 24 hereof and 23 hereof, or (iii) the time at which such the right to exercise the Rights are mandatorily redeemed and exchanged as provided in terminates pursuant to Section 25 24 hereof. (b) The Purchase Price purchase price for each Unit one one-thousandth of a Preferred Share pursuant to be purchased upon the exercise of a Right shall initially be One Hundred Eighty Dollars ($120.00180.00) (the "Purchase Price"), shall be subject to adjustment from time to time as provided in Sections 12 11 and 14 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities number of one one-thousandths of a Preferred Share to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in 9 hereof by cash, or by certified check or check, cashier's check or money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such the number of Units one one-thousandths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (B) requisition from any depositary agent for the Preferred Shares depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company hereby directs the depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares Preferred Shares in accordance with Section 1514 hereof, (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder and 7 11 (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. (d) If In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any other provision of this Agreement, from and after action with respect to a registered holder upon the occurrence of the any purported exercise as set forth in this Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by 7 unless such registered holder shall have (i) any completed and signed the certificate following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), exercise and (ii) a transferee provided such additional evidence of any such Acquiring Person the identity of the Beneficial Owner (or of any such Associate former Beneficial Owner) or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, Affiliates or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of Associates thereof as the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledreasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the other provisions of this Agreement (including Section 7(e) and Section 11), each Right shall entitle the registered holder thereof, upon exercise thereof as provided in this Agreement, to purchase for the Purchase Price, at any time after the Distribution Date and at or prior to the earlier of (i) the Expiration Date and (ii) the Redemption Date, one one-thousandth (1/1,000th) of a Preferred Share, subject to adjustment as provided in this Agreement. (b) Subject to the other provisions of this Agreement (including Section 7(e) and Section 24), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement) in whole or in part at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at its Corporate Trust Officethe office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each Unit one one-thousandth (1/1,000th) of a Preferred Share (or other securitiesas such fraction may be adjusted as provided in this Agreement) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on the Final Expiration Date, or (ii) the time at which the Rights are redeemed as provided in Section 24 hereof and (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof. (b) The Purchase Price for each Unit of a Preferred Share pursuant to the exercise of a Right shall initially be $120.00, shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below“Redemption Date”). (c) Upon Subject to the other provisions of this Agreement (including Section 7(e)), upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase properly completed and the certificate duly executed, accompanied by payment of the Purchase Price for the securities Preferred Shares to be purchased and together with an amount equal to any applicable transfer tax required to be paid by tax, in lawful money of the holder United States of such Right Certificate America, in accordance with Section 10 in cash, cash or by certified check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) either (A) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available, if the Rights Agent is the transfer agent for such shares) certificates for such the total number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests or (B) if the Company shall have elected to deposit the Preferred Shares with a depositary agent under a depositary arrangement, requisition from the depositary agent depositary receipts representing the number of one one-thousandths (1/1,000ths) of a Preferred Share (as such fraction may be adjusted as provided in this Agreement) to be purchased (in which case certificates for the Preferred Shares to be represented by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company shall direct the depositary agent to comply with all such requests, (ii) when necessary to comply with this Agreement (or otherwise when appropriate, as determined by the Company with notice to the Rights Agent), requisition from the Company the amount of cash cash, if any, to be paid in lieu of issuance of fractional shares in accordance with Section 1514, (iii) promptly after receipt of such certificates or depositary receipts, cause the same to be delivered to or, upon the order of the registered holder of such Right Certificate, registered in such name or names as may be designated by such holderholder and (iv) when necessary to comply with this Agreement (or otherwise when appropriate, cause as determined by the same Company with notice to be delivered the Rights Agent), after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Right Certificate and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holderCertificate. (d) If In case the registered holder of the any Right Certificate shall exercise less fewer than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 hereof14. (e) Notwithstanding any other provision of anything in this Agreement, from and after Agreement to the occurrence of the Section 12(a)(ii) Eventcontrary, any Rights that are or were acquired or at any time beneficially owned by (i) any such an Acquiring Person (or any an Affiliate or Associate or Affiliate of such an Acquiring Person), (ii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such the Acquiring Person becomes suchsuch (a “Post Transferee”), or (iii) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or from such Affiliate or Associate) to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person (or such Affiliate or Associate) has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e7(e) (a “Prior Transferee”), or (iv) any subsequent transferee receiving transferred Rights from a Post Transferee or a Prior Transferee, either directly or through one or more intermediate transferees, shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but shall have no liability to any holder of any Right Certificate shall be issued pursuant or any other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by make any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights determinations with respect to an Acquiring Person whose or its Affiliate or Associate, or any transferee thereof, hereunder. The Company shall give the Rights would be null and void pursuant to Agent written notice of the preceding sentence or to identity of any Acquiring Person, Associate or Affiliate thereof known to it, or the nominee of any of the foregoing, and the Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to have any nominee (acting in its capacity as such) knowledge of the identity of any such Acquiring Person, Associate or Affiliate; , or the nominee of any of the foregoing unless and any Right Certificate delivered until it shall have received such notice. (f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to nor the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate Company shall be canceledobligated to undertake any action with respect to a registered holder of any Right Certificates upon the occurrence of any purported exercise as set forth in this Section 7 unless such registered holder shall have (i) properly completed and duly signed the certificate contained in the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such exercise and (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at its Corporate Trust Officethe principal office of the Rights Agent, together with payment of the Purchase Price for each Unit one one-hundredth of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on March 31, 2019 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 24 23 hereof and (the “Redemption Date”), or (iii) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 24 hereof. From such time as the Rights are no longer exercisable hereunder, the Rights Agent shall have no further duties, obligations or liabilities hereunder except as expressly stated herein. (b) The Purchase Price for each Unit one one-hundredth of a Preferred Share purchasable pursuant to the exercise of a Right shall initially be $120.00100, and shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof Section 11 or 13 hereof, and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase properly completed and the certificate duly executed, accompanied by payment of the Purchase Price for the securities shares to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, 9 hereof by cash or by certified check, cashier’s check or cashier's check money order payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Shares (or other securitiesmake available if the Rights Agent is the Transfer Agent) certificates for such the number of Units of a Preferred Share (or other securities) as are Shares to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-hundredths of a Preferred Share as are to be purchased (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent of the Preferred Shares with such depositary agent) and the Company hereby directs such depositary agent to comply with such request; (ii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 15, 14 hereof; (iii) promptly after receipt of such certificates registered in such name or names as may be designated by such holderdepositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate Certificate, registered in such name or names as may be designated by such holder; and (iv) when appropriate, after receipt, promptly deliver such cash to or upon the order of the registered holder of such holderRight Certificate. In the event that the Company is obligated to issue securities of the Company other than Preferred Shares (including Common Shares) of the Company pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent. (d) If Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise as set forth in Section 6 hereof or this Section 7 unless such registered holder shall have (i) properly completed and duly executed the certification following the form of election to purchase set forth on the reverse side of the Right Certificate surrendered for such transfer or exercise, (ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set forth in Section 7(c), and (iii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company or the Rights Agent shall reasonably request. (e) In case the registered holder of the any Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal equivalent to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his such holder’s duly authorized assigns, subject to the provisions of Section 15 14 hereof. (e) Notwithstanding any other provision of this Agreement, from and after the occurrence of the Section 12(a)(ii) Event, any Rights that are or were acquired or beneficially owned by (i) any such Acquiring Person (or any Associate or Affiliate of such Acquiring Person), (ii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee after such Acquiring Person becomes such, or (iii) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring Person) who becomes a transferee prior to or concurrently with such Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, or understanding regarding the transferred Rights or (B) a transfer which the Board of Directors of the Company has determined is part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be null and void and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to this Agreement that represents Rights beneficially owned by an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceled.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) The Subject to the provisions of Section 8(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed, to the Rights Agent at its Corporate Trust Office, together with payment of the Purchase Price for each Unit one one-thousandth (1/1000) of a Preferred Share (or other securities) as to which the Rights are exercised, at or prior to the earliest of (i1) the Close of Business on the Final Expiration Date, (ii2) the time at which of redemption on the Rights are redeemed as provided in Section 24 hereof and Redemption Date or (iii3) the time at which such Rights are mandatorily redeemed and exchanged as provided in Section 25 hereof. (b) The Purchase Price for each Unit one one-thousandth (1/1000) of a Preferred Share pursuant to the exercise of a Right shall initially be $120.00____________, shall be subject to adjustment from time to time as provided in Sections 12 and 14 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below. (c) Upon receipt of a Right Certificate representing exercisable Rights, with the form of election to purchase and the certificate duly executed, accompanied by payment of the Purchase Price for the securities to be purchased and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 10 in cash, or by certified check or cashier's check payable to the order of the Company, together with such other and further documentation as the Rights Agent may reasonably require, the Rights Agent shall thereupon promptly (i1) (A) requisition from any transfer agent of the Preferred Shares (or other securities) certificates for such number of Units one one-thousandths of a Preferred Share (or other securities) as are to be purchased and registered in such name or names as may be designated by the registered holder of such Right Certificate or, if appropriate, in the name of a depositary agent or its nominee, and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests, or (iiB) if the Company shall have elected to deposit the total number of Preferred Shares issuable upon exercise of the Rights hereunder with a depositary agent, requisition from such depositary agent appointed by the Company, depositary receipts representing such number of one one-thousandths of a Preferred Share as are to be purchased and registered in such name or names as may be designated by such holder (in which case certificates for the Preferred Shares represented by such receipts shall be deposited by the transfer agent with such depositary agent), and the Company hereby directs such depositary agent to comply with all such requests, (2) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuance of fractional shares in accordance with Section 1515 hereof, (iii3) promptly after receipt of such certificates or depositary receipts registered in such name or names as may be designated by such holder, cause the same to be delivered to or upon the order of the registered holder of such Right Certificate and (iv4) when appropriate, after receipt, promptly deliver such cash to or upon the order of such holder. In the event that the Company is obligated to issue other securities (including Common Shares) of the Company, pay cash and/or distribute other property pursuant to Section 12(a) hereof, the Company will make all arrangements necessary so that other securities, cash and/or other property are available for distribution by the Rights Agent, if and when appropriate. (d) If the registered holder of the Right Certificate shall exercise less than all the Rights evidenced thereby, a new Right Certificate evidencing Rights equal to the Rights remaining unexercised shall be issued by the Rights Agent to the registered holder of such Right Certificate or to his duly authorized assigns, subject to the provisions of Section 15 hereof. (e) Notwithstanding anything in this Agreement to the contrary, if any other provision of this AgreementPerson shall become an Acquiring Person, from and after the occurrence of the Section 12(a)(ii) Event, thereafter any Rights that are or were acquired or beneficially owned by (i1) any such Acquiring Person (or any an Associate or Affiliate of such Acquiring Person), (ii2) a transferee of any such Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee after such the Acquiring Person becomes such, or (iii3) a transferee of any such an Acquiring Person (or of any such Associate or Affiliate of such Acquiring PersonAffiliate) who becomes a transferee prior to or concurrently with such the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, arrangement, arrangement or understanding regarding the transferred Rights or (B) a transfer which at least a majority of the Board of Directors of the Company has determined is part of a planplan or an agreement, arrangement or understanding which has as a primary purpose or effect the avoidance of this Section 8(e), shall be become null and void without any further action and any no holder of such Rights shall thereafter have no right any rights whatsoever with respect to exercise such Rights Rights, whether under any provision of this AgreementAgreement or otherwise. No The Company shall use all reasonable efforts to insure that the provisions of this Section 8(e) and Section 4(d) hereof are complied with, but shall have no liability to any holder of Right Certificate shall be issued pursuant Certificates or other Person as a result of its failure to this Agreement that represents Rights beneficially owned by an make any determinations with respect to any Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or by any Associate its Affiliates, Associates or Affiliate thereof; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate; and any Right Certificate delivered to the Rights Agent for transfer to an Acquiring Person whose Rights would be null and void pursuant to the preceding sentence or to any Associate or Affiliate thereof or to any nominee (acting in its capacity as such) of such Acquiring Person, Associate or Affiliate shall be canceledtransferees hereunder.